Page 9 of 15 – SEC Filing
The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (the “Amendment No. 9”). This Amendment No. 9 amends the
Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 2,591,733 Shares beneficially owned by Series One is approximately $7,219,780,
excluding brokerage commissions.
The Shares purchased
by Series Two were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 561,269 Shares beneficially owned by Series Two is approximately $1,490,047,
excluding brokerage commissions.
The Shares purchased
by VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 2,339,594 Shares beneficially owned by VSO II is approximately $6,693,038,
excluding brokerage commissions.
The Shares directly
owned by Mr. Singer were delivered to him by the Issuer following the vesting of Restricted Stock Units granted to Mr. Singer by
the Issuer for his service as a director.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On September 4, 2017,
the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with RhythmOne,
PLC, a public limited company incorporated under the laws of England and Wales (“RhythmOne”), Redwood Merger Sub I,
Inc., a Delaware corporation and a wholly owned subsidiary of RhythmOne (“Purchaser”), and Redwood Merger Sub II, Inc.,
a Delaware corporation and a wholly owned subsidiary of RhythmOne (“Merger Sub II”).
Pursuant to the Merger
Agreement, and upon the terms and subject to the conditions described therein, Purchaser has agreed to commence an exchange offer
(the “Offer”) to purchase all of the outstanding shares of common stock of the Issuer (the “YuMe Stock”),
with each share of YuMe Stock accepted by Purchaser in the Offer to be exchanged for the right to receive (i) $1.70 in cash (the
“Cash Consideration”) and (ii) 7.325 ordinary shares £0.01 each in the capital of RhythmOne (“RhythmOne
Stock”), plus cash in lieu of any fractional shares of RhythmOne Stock (the “Stock Consideration”), in each case,
without interest ((i) and (ii) together, the “Transaction Consideration”). If the conditions to the Offer are satisfied
and the Offer closes, Purchaser would acquire any remaining YuMe Stock by a merger of Purchaser with and into the Issuer (the “First
Merger”), with the Issuer surviving the First Merger. Immediately following the First Merger, the Issuer, as the surviving
company of the First Merger, will be merged with and into Merger Sub II (the “Second Merger” and together with the
First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of RhythmOne.
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